UNITES STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 0-25824 HARVEST CAPITAL CORPORATION (Exact name of small business issuer as specified in its charter) Delaware 13-3334512 (State or other jurisdiction of (IRS Employer) incorporation or organization) Identification No.) 225 West 37th Street, New York, New York 10018 (212) 819-1066 Registrant's telephone number, (including area code) (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 23, 1999, there were 89,999,999 shares of common stock, par value $.0001 per share. Transitional small business disclosure format (check one) Yes No X Page 1 of 9. There is no Exhibit Index. INDEX Page Part I. Financial Information: Item 1. Financial Statements. Balance Sheets at October 31, 1999 and April 30, 1999 3 Statements of Operations and Comprehensive Income for the three and six months ended October 31, 1999 and 1998 4 Statements of Cash Flows for the six months ended October 31, 1999 and 1998 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. 6-7 Part II. Other Information: Item 6. Exhibits and Reports on Form 8-K. 8 Signature 9 HARVEST CAPITAL CORPORATION (A Development Stage Corporation) BALANCE SHEETS ASSETS October 31, April 30, 1999 1999 (Unaudited) Current assets: Cash $ 303 $ 359 Total current assets 303 359 Other assets: Securities available for sale 157,480 157,480 Total assets $157,783 $157,839 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accrued expenses and taxes payable $ 691 $ 691 Due to related party 58,400 54,500 Total current liabilities 59,091 55,191 Stockholder's equity: Preferred stock - $.0001 par value authorized 5,000,000 shares; issued and outstanding - none Common stock - $.0001 par value, authorized 300,000,000 shares: issued and outstanding 88,999,999 at April 30, 1999 and 1998 8,900 8,900 Additional paid-in capital 442,980 442,980 Retained (deficit) - prior to development stage inception (314,120) (314,120) Retained (deficit) - development stage (126,437) (122,481) Unrealized gain on securities available-for-sale, net of taxes 87,369 87,369 Total stockholders' equity 98,692 102,648 $157,783 $157,839 See accompanying notes to financial statements. HARVEST CAPITAL CORPORATION (A Development Stage Corporation) STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Three Months Ended Six Months Ended October 31, October 31, 1999 1998 1999 1998 Revenues: Interest $ 2 $ 3 $ 4 $ 6 Costs and expenses: General and adminis- trative $ 480 $ 480 $ 960 $ 960 Management fee - related party 1,500 1,500 3,000 3,000 1,980 1,980 3,960 3,960 (Loss) from operations (1,978) (1,977) (3,956) (3,954) before income taxes Provision for income taxes - - - - Net(Loss) (1,978) (1,977) (3,956) (3,954) Other Comprehensive income Unrealized (loss) on securites - (62,706) - (93,464) Total Comprehensive (loss) (1,978) (64,683) (3,956) (97,418) Net (loss) per common share $ - $ - $ - $ - Weighted average common shares outstanding 88,999,999 88,999,999 88,999,999 88,999,999 See accompanying notes to financial statements. HARVEST CAPITAL CORPORATION (A Development Stage Corporation) STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended October 31, 1999 1998 Cash flows from operating activities: Net (loss) $ (3,956) $ (3,954) Adjustments to reconcile net (loss) to net cash (used) by operating activities: Unrealized gain (loss) on securities available for sale - (93,464) Loss on sale of securities - - Changes in assets and liabilities: (Increase) decrease in marketable securities - 93,464 Decrease in organization expense - - Increase (decrease) in accounts payable, accrued expenses and taxes - - Increase in amounts due to related party 3,900 3,900 Net cash (used) by operating activities (56) (54) Cash flows from investing activities: Proceeds from sale of securities - - Net cash provided by investing activities - - Net increase (decrease) in cash and cash equivalents (56) (54) Cash and cash equivalents, beginning of year 359 471 Cash and cash equivalents, end of year $ 303 $ 417 Supplemental disclosures of cash flow information: Cash received from interest income $ 2 $ 3 See accompanying notes to financial statements. HARVEST CAPITAL CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) Note 1. The balance sheets as of October 31, 1999, the statements of operations and comprehensive income for the three and six month periods ended October 31, 1999 and 1998 and the statements of cash flows for the three month periods ended October 31, 1999 and 1998 have been prepared by the Company, without audit. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations and cash flows, as of October 31, 1999 and for all periods presented have been made. The results of operations are not necessarily indicative of the results to be expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-KSB for its fiscal year ended April 30, 1999 which was filed with the Securities and Exchange Commission. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Liquidity and Capital Resources The Company had limited operations in both periods and lost $1,978 for the three months ended October 31, 1999 and $1,977 for the same period in the prior year. Year 2000 Compliance The Company's activities are limited. To the extent necessary, the Company is on schedule with a project that addresses the Year 2000 (Y2K) issue of computer systems and other equipment with embedded chips or processors not being able to properly recognize and process date-sensitive information after December 31, 1999. The Company has completed all programming changes required to make its computer system Y2K complaint. The Company's computer systems are able to recognize date sensitive information with dates after December 31, 1999. The total cost incurred to convert the system has been minimal. Recent Accounting Pronouncements In 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income." This standard establishes requirements for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is the total of net income and all other nonowner changes in equity. The objective of this statement is to report a measure of all changes in equity of a company that result from transactions and other economic events in the period other than transactions with owners. This standard is effective for the Company's fiscal year beginning November 1, 1998. The Company does not have any transactions other than with owners. As such, disclosure of comprehensive income is not necessary. As this statement relates solely to disclosure provisions, the Company believes that the adoption of this standard will not have an effect on its financial position or results of operations. In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information," ("SFAS 131"). This pronouncement establishes standards for companies to report information about operating segments in financial statements based on the approach that management utilizes to organize the segments within the company for management reporting and decision making. In addition, SFAS No. 131 requires that companies report disclosures about products and services, geographic areas and major customers. SFAS No. 131 is effective for the Company's fiscal year beginning November 1, 1998. Financial statement disclosures for prior periods are required to be restated. As this statement relates solely to disclosure provisions, the Company believes that the adoption of this statement will not have an effect on its financial position or results of operations. Safe Harbor Statement Statements which are not historical facts, including statements about the Company's confidence and strategies and its expectations about new and existing products, technologies and opportunities, market and industry segment growth, demand and acceptance of new and existing products are forward looking statements that involve risks and uncertainties. These include, but are not limited to, product demand and market acceptance risks; the impact of competitive products and pricing; the results of financing efforts; the loss of any significant customers of any business; the effect of the Company's accounting policies; the effects of economic conditions and trade, legal, social, and economic risks, such as import, licensing, and trade restrictions; the results of the Company's business plan and the impact on the Company of its relationship with its lender. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 3.1 Articles of Incorporation of the Company, incorporated by reference to Form S-18 Registration Statement No. 33-2034-NY (the "Registration Statement"). 3.2 The Company's By-Laws are incorporated by reference to Exhibit 6 of the Registration Statement. 27 Financial Data Schedule. (b) Reports on Form 8-K. None. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HARVEST CAPITAL CORPORATION Registrant By:s/Joseph L. Murphy Joseph L. Murphy, President (Duly authorized officer) Dated: December 20, 1999 N:\ANNE\HARVEST\10QSB.O99